Model Licences and SNRPs: 2006 Modification Scheme

1. Railways Act 1993 Model Licences (as of 18 January 2006, with minor amendments of 30 March 2007) (a) Passenger Licence (b) Non-passenger licence (c) Station licence (d) Light Maintenance Depot licence (e) Network licence

2. European Licences under the Railway (Licensing of Railway Undertakings) Regulations 2005 (as of 18 January 2006 with minor amendments of 30 March 2007) (a) European passenger licence (b) European freight licence

3. Statements of National Regulatory Provisions under the Railway (Licensing of Railway Undertakings) Regulations 2005 (as of 18 January 2006 with minor amendments of 30 March 2007) (a) Passenger SNRP (b) Freight SNRP Passenger Train Licence

granted to

[ ]

# Table of contents

| Part I - Scope | PAGE | |----------------|------| | Part II - Interpretation | 2 | | Part III - Conditions | 4 | | Condition 1: Insurance Against Third Party Liability | 4 | | Condition 2: Claims Allocation and Handling | 5 | | Condition 3: Through Tickets and Network Benefits | 6 | | Condition 4: Timetabling | 7 | | Condition 5: Provision of Services for Disabled People | 9 | | Condition 6: Complaints Procedure | 11 | | Condition 7: Liaison with the RPC and LTUC | 12 | | Condition 8: RSSB Membership | 14 | | Condition 9: Railway Group Standards | 15 | | Condition 10: Environmental Matters | 16 | | Condition 11: Payment of Fees | 17 | | Condition 12: Change of Control | 18 | | Part IV - Revocation | 19 | Part I - Scope

1. The Office of Rail Regulation ("ORR"), in exercise of the powers conferred by section 8 of the Railways Act 1993 (as amended) ("the Act"), hereby grants to [name of licensee], company registration number [number] ("the licence holder") a licence authorising the licence holder:

(a) to be the operator of trains being used on a network for the purpose of carrying passengers by railway;

(b) to be the operator of trains being used on a network for a purpose preparatory or incidental to, or consequential on, using a train as mentioned in (a) above; and

(c) to be the operator of trains being used on a network for the purpose of assisting other operators of railway assets

subject to the Conditions set out in Part III.

2. This licence shall come into force on [date] and shall continue in force unless and until revoked in accordance with Part IV or the Act.

[Date] Signed by authority of the Office of Rail Regulation Part II - Interpretation

1. In this licence:

“comply” is to be interpreted in accordance with ORR’s most recently published licensing guidance.

“control” (a) A person is taken to have control of the licence holder if he exercises, or is able to exercise or is entitled to acquire, direct or indirect control over the licence holder’s affairs, and in particular if he possesses or is entitled to acquire:

(i) 30% or more of any share capital or issued share capital of the licence holder or of the voting power in the licence holder; or

(ii) such part of any issued share capital of the licence holder as would, if the whole of the income of the licence holder were in fact distributed among the participators (without regard to any rights which he or any other person has as a loan creditor), entitle him to receive 30% or more of the amount so distributed; or

(iii) such rights as would, in the event of the winding-up of the licence holder or in any other circumstances, entitle him to receive 30% or more of the assets of the licence holder which would then be available for distribution among the participators.

(b) Subsections (4) to (6) of section 416 of the Income and Corporation Taxes Act 1988, and the legislative provisions referred to in those subsections, apply to the interpretation of paragraph (a) in the same way that they apply to the interpretation of subsection (2) of section 416 of that Act. "licensed activities" means things authorised to be done by the licence holder in its capacity as operator of trains pursuant to this licence.

“LTUC” means the London Transport Users Committee and any successor to LTUC which performs the same functions.

“the RPC” means the Rail Passengers Council and any successor or delegated body which performs the functions of the RPC.

“RSSB” means Rail Safety and Standards Board Limited (a company limited by guarantee and registered in England and Wales under number 04655675), and its successors and assigns.

2. Any reference in this licence to a numbered paragraph is a reference to the paragraph bearing that number in the Condition in which the reference occurs.

3. In interpreting this licence, headings shall be disregarded.

4. Where in this licence the licence holder is required to comply with any obligation within a specified time limit, that obligation shall be deemed to continue after that time limit if the licence holder fails to comply with that obligation within that time limit.

5. Where in this licence there is a provision for ORR or the Secretary of State to give consent, such consent may be given subject to conditions.

6. The Interpretation Act 1978 shall apply to this licence as if it were an Act.

7. The provisions of section 149 of the Act shall apply for the purposes of the service of any document pursuant to this licence.

8. Unless the context otherwise requires, terms and expressions defined in the Act and the Railways Act 2005 shall have the same meanings in this licence. Part III - Conditions

Condition 1: Insurance Against Third Party Liability

1. The licence holder shall, in respect of licensed activities, maintain insurance (including self-insurance) against third party liabilities on terms approved by ORR (including, but without limitation, with respect to the type, cover and level of insurance and identity of insurer), with any such modification as may be required pursuant to paragraph 3.

2. The licence holder shall, except where ORR may otherwise consent, ensure that every insurance policy maintained pursuant to paragraph 1 shall require 30 days' notice to be given to ORR by the insurer or insurance broker of any lapse or cancellation of or material change to the policy.

3. Where ORR notifies the licence holder that ORR reasonably requires any modification of the insurance approved by ORR pursuant to paragraph 1, the licence holder shall, no later than 60 days (or such longer period as ORR may approve) from the date of the notice, procure that such modification is made.

4. In this Condition:

"self-insurance" means the licence holder's financial capacity to meet any liability to a third party in respect of which the licence holder does not otherwise have insurance. Condition 2: Claims Allocation and Handling

1. The licence holder shall, except in so far as ORR may otherwise consent, at all times be a party to and comply with such agreements or arrangements (as amended from time to time) relating to:

   (a) the handling of claims against operators of railway assets; and

   (b) the allocation of liabilities among operators of railway assets

   as may have been approved by ORR.

2. Except with the consent of ORR, the licence holder shall not, in relation to any of the agreements or arrangements described in paragraph 1 (the "relevant claims handling arrangements"), enter into any agreement or arrangement with any other party to the relevant claims handling arrangements:

   (a) under which the licence holder agrees not to exercise any rights which it may have under any of the relevant claims handling arrangements; or

   (b) varying the relevant claims handling arrangements

   other than as provided for under the terms of the relevant claims handling arrangements. Condition 3: Through Tickets and Network Benefits

3. The licence holder shall, except in so far as the Secretary of State may otherwise consent, be a party to and comply with such arrangements (as amended from time to time) relating to:

   (a) stations at which, and the journeys in respect of which, through tickets, and tickets from any station specified in or under such arrangements to any other such station, shall be sold and honoured;

   (b) operation of a telephone enquiry bureau relating to railway passenger services;

   (c) settlement of amounts due to or from the licence holder in respect of tickets within sub-paragraph (a); and

   (d) conditions of carriage in respect of through tickets

as shall have been approved by the Secretary of State. **Condition 4: Timetabling**

1. The licence holder shall provide Network Rail with such information about licensed activities as may be reasonably necessary for Network Rail to fulfil any obligation on it under the Timetable Condition.

2. The licence holder shall, in relation to the Timetable Condition:

   (a) participate constructively in any consultation carried out by Network Rail;

   (b) notify ORR of any material non-compliance by Network Rail with its contractual or licence obligations in relation to the procedures referred to in paragraph 2 of the Timetable Condition which the licence holder considers is wilful or persistent; and

   (c) use reasonable endeavours to resolve promptly any disputes arising under such procedures so as to prevent or minimise the risk of delay in providing access to the information in accordance with paragraph 2 of the Timetable Condition.

3. The licence holder shall as soon as reasonably practicable and in any case not more than three weeks after receiving access to information under paragraph 2(b) of the Timetable Condition:

   (a) provide to the persons referred to in sub-paragraphs (i) and (ii) of paragraph 1 of the Timetable Condition;

   (b) provide to the persons referred to in paragraph 2 of Condition 3 of the network licence of Network Rail; and

   (c) provide reasonable access to all timetable information providers on request

appropriate information to enable each on request to provide passengers or prospective passengers affected by such changes to the national timetable with all relevant information to plan their journeys including, so far as reasonably practicable, the fare or fares and any restrictions applicable to each service affected. 4. In this Condition:

“Network Rail” means Network Rail Infrastructure Limited (a company limited by guarantee and registered in England and Wales under number 02904587), and its successors and assigns;

“Timetable Condition” means Condition 9 (Timetabling) of the network licence of Network Rail (other than paragraph 4 of that Condition); and

“timetable information providers” means travel agents and other persons (including its own employees) or organisations to whom the licence holder normally provides information in respect of the national timetable (in either case a significant part of whose business is to communicate it to users and potential users of that information). Condition 5: Provision of Services for Disabled People

1. The licence holder shall by the date on which this licence comes into force establish and thereafter comply with:

   (a) a statement of policy; and

   (b) a detailed body of arrangements, procedures, services and other benefits to be implemented or provided by the licence holder designed to protect the interests of people who are disabled in their use of trains of which the licence holder is the operator pursuant to this licence and to facilitate such use (together “the Disabled People’s Protection Policy”).

2. In establishing the Disabled People’s Protection Policy and in making any alteration to it, the licence holder shall have due regard to the code of practice published by the Secretary of State pursuant to section 71B of the Act.

3. The licence holder shall not establish, or make any material alteration to, the Disabled People’s Protection Policy unless and until:

   (a) the RPC has been consulted; and

   (b) the licence holder has submitted the Disabled People’s Protection Policy, or (as the case may be) the proposed alteration, to the Secretary of State and the Secretary of State has approved it.

4. Where the Secretary of State requires the licence holder to carry out a review of the Disabled People’s Protection Policy or any part of it or the manner in which it has been implemented, with a view to determining whether any alteration should be made to it, the licence holder shall promptly carry out a review and shall submit a written report to the Secretary of State setting out the results or conclusions.

5. The licence holder shall:

   (a) send a copy of the Disabled People’s Protection Policy and of any alteration to it (approved under sub-paragraph 3b) to the Secretary of State and the RPC; (b) in a place of reasonable prominence at each station at which trains of which the licence holder is the operator pursuant to this licence are scheduled to call, display or procure the display of a notice giving the address from which a current copy of the statement may be obtained; and

(c) give or send free of charge a current copy of the statement to any person who requests it.

06. Nothing in this Condition shall oblige the licence holder to undertake any action that entails excessive cost taking into account all the circumstances, including the nature and scale of licensed activities. Condition 6: Complaints Procedure

07. The licence holder shall comply with a procedure ("Complaints Procedure") approved by the Secretary of State as at the date on which this licence came into force for handling complaints relating to licensed activities from its customers and potential customers.

08. Subject to paragraph 6, the licence holder shall not make any material alteration to the Complaints Procedure unless and until:

    (a) the RPC and, where appropriate, LTUC has been consulted; and

    (b) the licence holder has submitted the proposed alteration to the Secretary of State and the Secretary of State has approved it.

09. The licence holder shall send a copy of the Complaints Procedure and of any material alteration to it (in each case following approval by the Secretary of State where required under paragraph 1 and paragraph 2(b)) to the Secretary of State and the RPC and, where appropriate, LTUC.

10. Where the Secretary of State requires the licence holder to carry out a review of the Complaints Procedure or any part of it, or the manner in which it has been operated, with a view to determining whether any alterations should be made to it, the licence holder shall promptly carry out a review and shall submit a written report to the Secretary of State setting out the results or conclusions.

11. The licence holder shall make such alterations to the Complaints Procedure, or the manner in which it is operated, as the Secretary of State may reasonably require after the Secretary of State has received a report under paragraph 4 and consulted the licence holder.

12. Paragraph 2 does not apply to any alteration made pursuant to paragraph 5. Condition 7: Liaison with the RPC and LTUC

13. Whenever reasonably requested to do so by the RPC and LTUC (as relevant) the licence holder shall meet with the RPC and LTUC (as relevant) to discuss and review such matters as the RPC and LTUC (as relevant) may wish to consider in connection with its functions under Part I of the Act. The licence holder shall not under this Condition be obliged to attend more than two meetings with the RPC and LTUC (as relevant) in any calendar year.

14. The licence holder shall provide the RPC and LTUC (as relevant) with such information as satisfies all the following conditions:

    (a) the RPC and LTUC (as relevant) reasonably requests the information for the proper performance of its functions under Part I of the Act;

    (b) no undue burden is imposed on the licence holder in procuring or furnishing the information; and

    (c) the information would normally be available to the licence holder, unless the RPC and LTUC (as relevant) considers the information essential to enable it to exercise its functions under Part I of the Act.

15. In every calendar year in which the licence holder meets with the RPC and, where appropriate, LTUC pursuant to paragraph 1, the licence holder shall be represented by one or more senior executives of the licence holder in at least one meeting with the RPC and LTUC (separately or jointly).

16. Where the licence holder also holds another licence each number specified as a maximum or minimum in this Condition shall apply jointly to meetings under this Condition and to meetings under any corresponding condition in that other licence.

17. Where:

    (a) the licence holder and the RPC or LTUC, or both disagree as to the reasonableness of a request made to the licence holder by the RPC or LTUC, or both under paragraph 1 or paragraph 2;

    (b) either party refers the dispute to the Secretary of State; and (c) the Secretary of State determines that the request is reasonable the licence holder shall promptly thereafter comply with the request. Condition 8: RSSB Membership

18. If the licence holder’s annual turnover has never exceeded £1 million and the licence holder is not a franchise operator, paragraph 2 shall not have effect until the licence holder’s annual turnover exceeds £1 million for the first time. The licence holder shall provide ORR with such information in respect of its annual turnover as ORR may from time to time require.

19. With effect from the date of the coming into force of this licence, the licence holder shall:

    (a) become and thereafter remain a member of RSSB;

    (b) comply with its obligations under the Constitution Agreement and the articles of association of RSSB;

    (c) exercise its rights under the Constitution Agreement and the articles of association of RSSB so as to ensure that RSSB shall act in accordance with the Constitution Agreement; and

    (d) comply with the Railway Group Standards Code prepared by RSSB.

20. When a licence holder first becomes subject to the obligations in paragraph 2 his rights, obligations and liabilities associated with such membership shall commence on the same day, and the licence holder shall complete the formal and legal documentation associated with such membership within three months of that date.

21. In this condition:

    “franchise operator” includes an operator of last resort, under section 30 of the Act. Condition 9: Railway Group Standards

22. The licence holder shall comply with the Railway Group Standards applicable to its licensed activities.

23. In this Condition:

"Railway Group Standards" means standards authorised pursuant to the Railway Group Standards Code prepared by RSSB. Condition 10: Environmental Matters

01. The licence holder shall establish a written policy designed to protect the environment from the effect of licensed activities, together with operational objectives and management arrangements (together “the environmental arrangements”).

02. The environmental arrangements shall:

    (a) take due account of any relevant guidance issued by ORR;

    (b) be effective within six months beginning with the day on which this licence comes into force; and

    (c) be reviewed by the licence holder periodically, and otherwise as appropriate.

03. Nothing contained in paragraph 1 shall oblige the licence holder to undertake any action that entails excessive cost taking into account all the circumstances, including the nature and scale of operations of the type carried out by the licence holder.

04. The licence holder shall, upon establishment and any material modification of the environmental arrangements, promptly send ORR a current copy of the policy together with a summary of the operational objectives and management arrangements.

05. The licence holder shall act with regard to the policy and operational objectives and use its reasonable endeavours to operate the management arrangements effectively. Condition 11: Payment of Fees

06. In respect of the year beginning on 1 April [current financial year] and in each subsequent year, the licence holder shall render to ORR a payment which is the aggregate of the following amounts:

    (a) the annual fee applicable to this licence as determined by ORR; and

    (b) an amount which shall represent a fair proportion as determined by ORR of the amount estimated by ORR (in consultation with the Competition Commission) as having been incurred in the calendar year immediately preceding the 1 April in question by the Competition Commission in connection with references made to it under section 13 of the Act with respect to this licence or any class of licence of which ORR determines that this licence forms part.

07. The payment shall be rendered by the licence holder within such time as ORR may require, being not less than 30 days beginning with the day on which ORR gives notice to the licence holder of its amount. Condition 12: Change of Control

08. The licence holder shall, if any person obtains control of the licence holder, notify ORR as soon as practicable thereafter. Part IV - Revocation

09. ORR may (after having consulted the appropriate franchising authority where the licence holder is a franchise operator) revoke this licence at any time with the agreement of the licence holder.

10. ORR may (after having consulted the appropriate franchising authority where the licence holder is a franchise operator) revoke this licence by not less than three months notice to the licence holder:

    (a) if a final order has been made, or a provisional order has been confirmed under section 55 of the Act, in respect of any contravention or apprehended contravention by the licence holder of any Condition, and the licence holder does not comply with the order within a period of three months beginning with the day on which ORR gives notice to the licence holder stating that this licence will be revoked pursuant to this term if the licence holder does not so comply; provided that ORR shall not give any such notice before the expiration of the period within which an application could be made under section 57 of the Act in relation to the order in question or before any proceedings relating to any such application are finally determined;

    (b) if the licence holder has not commenced carrying on licensed activities within one year beginning with the day on which this licence comes into force or if the licence holder ceases to carry on licensed activities for a continuous period of at least one year;

    (c) if the licence holder is convicted of an offence under section 146 of the Act in making its application for this licence; or

    (d) if a person obtains control of the licence holder and:

    (i) ORR has not approved such obtaining of control;

    (ii) within one month of that obtaining of control coming to the notice of ORR, ORR serves notice on the licence holder stating that ORR proposes to revoke this licence in pursuance of this paragraph unless the person who has obtained control of the licence holder ceases to have control of the licence holder within the period of three months beginning with the day of service of the notice; and

(iii) that cessation of control does not take place within that period.

3. ORR may (after having consulted the appropriate franchising authority where the licence holder is a franchise operator) revoke this licence by not less than 10 years notice, such notice not to be given earlier than 25 years after the date this licence takes effect. Non-Passenger Train Licence

granted to

[ ]

# Table of contents

| Part I - Scope | PAGE | |----------------|------| | Part II - Interpretation | 2 | | Part III - Conditions | 4 | | Condition 1: Insurance Against Third Party Liability | 4 | | Condition 2: Claims Allocation and Handling | 5 | | Condition 8: RSSB Membership | 6 | | Condition 9: Railway Group Standards | 7 | | Condition 10: Environmental Matters | 8 | | Condition 11: Payment of Fees | 9 | | Condition 12: Change of Control | 10 | | Part IV - Revocation | 11 |

Note: Conditions 3 – 7 are not used in this licence. Part I - Scope

1. The Office of Rail Regulation ("ORR"), in exercise of the powers conferred by section 8 of the Railways Act 1993 (as amended) ("the Act"), hereby grants to [name of licensee], company registration number [number] ("the licence holder") a licence authorising the licence holder:

(a) to be the operator of trains being used on a network otherwise than for the purpose of carrying passengers by railway;

(b) to be the operator of trains being used on a network for a purpose preparatory or incidental to, or consequential on, using a train as mentioned in (a) above; and

(c) to be the operator of trains being used on a network for the purpose of assisting other operators of railway assets

subject to the Conditions set out in Part III.

2. This licence shall come into force on [date] and shall continue in force unless and until revoked in accordance with Part IV.

[Date] Signed by authority of the Office of Rail Regulation Part II - Interpretation

1. In this licence:

“comply” is to be interpreted in accordance with ORR’s most recently published licensing guidance.

“control” (a) A person is taken to have control of the licence holder if he exercises, or is able to exercise or is entitled to acquire, direct or indirect control over the licence holder’s affairs, and in particular if he possesses or is entitled to acquire:

(i) 30% or more of any share capital or issued share capital of the licence holder or of the voting power in the licence holder; or

(ii) such part of any issued share capital of the licence holder as would, if the whole of the income of the licence holder were in fact distributed among the participators (without regard to any rights which he or any other person has as a loan creditor), entitle him to receive 30% or more of the amount so distributed; or

(iii) such rights as would, in the event of the winding-up of the licence holder or in any other circumstances, entitle him to receive 30% or more of the assets of the licence holder which would then be available for distribution among the participators.

(b) Subsections (4) to (6) of section 416 of the Income and Corporation Taxes Act 1988, and the legislative provisions referred to in those subsections, apply to the interpretation of paragraph (a) in the same way that they apply to the interpretation of subsection (2) of section 416 of that Act. "licensed activities" means things authorised to be done by the licence holder in its capacity as operator of trains pursuant to this licence.

"RSSB" means Rail Safety and Standards Board Limited (a company limited by guarantee and registered in England and Wales under number 04655675), and its successors and assigns.

2. Any reference in this licence to a numbered paragraph is a reference to the paragraph bearing that number in the Condition in which the reference occurs.

3. In interpreting this licence, headings shall be disregarded.

4. Where in this licence the licence holder is required to comply with any obligation within a specified time limit, that obligation shall be deemed to continue after that time limit if the licence holder fails to comply with that obligation within that time limit.

5. Where in this licence there is a provision for ORR or the Secretary of State to give consent, such consent may be given subject to conditions.

6. The Interpretation Act 1978 shall apply to this licence as if it were an Act.

7. The provisions of section 149 of the Act shall apply for the purposes of the service of any document pursuant to this licence.

8. Unless the context otherwise requires, terms and expressions defined in the Act and the Railways Act 2005 shall have the same meanings in this licence. Part III - Conditions

Condition 1: Insurance Against Third Party Liability

1. The licence holder shall, in respect of licensed activities, maintain insurance (including self-insurance) against third party liabilities on terms approved by ORR (including, but without limitation, with respect to the type, cover and level of insurance and identity of insurer), with any such modification as may be required pursuant to paragraph 3.

2. The licence holder shall, except where ORR may otherwise consent, ensure that every insurance policy maintained pursuant to paragraph 1 shall require 30 days' notice to be given to ORR by the insurer or insurance broker of any lapse or cancellation of or material change to the policy.

3. Where ORR notifies the licence holder that ORR reasonably requires any modification of the insurance approved by ORR pursuant to paragraph 1, the licence holder shall, no later than 60 days (or such longer period as ORR may approve) from the date of the notice, procure that such modification is made.

4. In this Condition:

"self-insurance" means the licence holder's financial capacity to meet any liability to a third party in respect of which the licence holder does not otherwise have insurance. Condition 2: Claims Allocation and Handling

1. The licence holder shall, except in so far as ORR may otherwise consent, at all times be a party to and comply with such agreements or arrangements (as amended from time to time) relating to:

   (a) the handling of claims against operators of railway assets; and

   (b) the allocation of liabilities among operators of railway assets

as may have been approved by ORR.

2. Except with the consent of ORR, the licence holder shall not, in relation to any of the agreements or arrangements described in paragraph 1 (the "relevant claims handling arrangements"), enter into any agreement or arrangement with any other party to the relevant claims handling arrangements:

   (a) under which the licence holder agrees not to exercise any rights which it may have under any of the relevant claims handling arrangements; or

   (b) varying the relevant claims handling arrangements

other than as provided for under the terms of the relevant claims handling arrangements. Condition 8: RSSB Membership

1. If the licence holder’s annual turnover has never exceeded £1 million and the licence holder is not a franchise operator, paragraph 2 shall not have effect until the licence holder’s annual turnover exceeds £1 million for the first time. The licence holder shall provide ORR with such information in respect of its annual turnover as ORR may from time to time require.

2. With effect from the date of the coming into force of this licence, the licence holder shall:

   (a) become and thereafter remain a member of RSSB;

   (b) comply with its obligations under the Constitution Agreement and the articles of association of RSSB;

   (c) exercise its rights under the Constitution Agreement and the articles of association of RSSB so as to ensure that RSSB shall act in accordance with the Constitution Agreement; and

   (d) comply with the Railway Group Standards Code prepared by RSSB.

3. When a licence holder first becomes subject to the obligations in paragraph 2 his rights, obligations and liabilities associated with such membership shall commence on the same day, and the licence holder shall complete the formal and legal documentation associated with such membership within three months of that date.

4. In this condition:

   “franchise operator” includes an operator of last resort, under section 30 of the Act. Condition 9: Railway Group Standards

5. The licence holder shall comply with the Railway Group Standards applicable to its licensed activities.

6. In this Condition:

"Railway Group Standards" means standards authorised pursuant to the Railway Group Standards Code prepared by RSSB. Condition 10: Environmental Matters

01. The licence holder shall establish a written policy designed to protect the environment from the effect of licensed activities, together with operational objectives and management arrangements (together “the environmental arrangements”).

02. The environmental arrangements shall:

    (a) take due account of any relevant guidance issued by ORR;

    (b) be effective within six months beginning with the day on which this licence comes into force; and

    (c) be reviewed by the licence holder periodically, and otherwise as appropriate.

03. Nothing contained in paragraph 1 shall oblige the licence holder to undertake any action that entails excessive cost taking into account all the circumstances, including the nature and scale of operations of the type carried out by the licence holder.

04. The licence holder shall, upon establishment and any material modification of the environmental arrangements, promptly send ORR a current copy of the policy together with a summary of the operational objectives and management arrangements.

05. The licence holder shall act with regard to the policy and operational objectives and use its reasonable endeavours to operate the management arrangements effectively. Condition 11: Payment of Fees

06. In respect of the year beginning on 1 April [current financial year] and in each subsequent year, the licence holder shall render to ORR a payment which is the aggregate of the following amounts:

    (a) the annual fee applicable to this licence, as determined by ORR; and

    (b) an amount which shall represent a fair proportion as determined by ORR of the amount estimated by ORR (in consultation with the Competition Commission) as having been incurred in the calendar year immediately preceding the 1 April in question by the Competition Commission in connection with references made to it under section 13 of the Act with respect to this licence or any class of licence of which ORR determines that this licence forms part.

07. The payment shall be rendered by the licence holder within such time as ORR may require, being not less than 30 days beginning with the day on which ORR gives notice to the licence holder of its amount. Condition 12: Change of Control

08. The licence holder shall, if any person obtains control of the licence holder, notify ORR as soon as practicable thereafter. Part IV - Revocation

09. ORR may (after having consulted the appropriate franchising authority where the licence holder is a franchise operator) revoke this licence at any time if agreed in writing by the licence holder.

10. ORR may (after having consulted the appropriate franchising authority where the licence holder is a franchise operator) revoke this licence by not less than three months notice to the licence holder:

    (a) if a final order has been made, or a provisional order has been confirmed under section 55 of the Act, in respect of any contravention or apprehended contravention by the licence holder of any Condition, and the licence holder does not comply with the order within a period of three months beginning with the day on which ORR gives notice to the licence holder stating that this licence will be revoked pursuant to this term if the licence holder does not so comply; provided that ORR shall not give any such notice before the expiration of the period within which an application could be made under section 57 of the Act in relation to the order in question or before any proceedings relating to any such application are finally determined;

    (b) if the licence holder has not commenced carrying on licensed activities within one year beginning with the day on which this licence comes into force or if the licence holder ceases to carry on licensed activities for a continuous period of at least one year;

    (c) if the licence holder is convicted of an offence under section 146 of the Act in making its application for this licence; or

    (d) if a person obtains control of the licence holder and:

    (i) ORR has not approved such obtaining of control;

    (ii) within one month of that obtaining of control coming to the notice of ORR, ORR serves notice on the licence holder stating that ORR proposes to revoke this licence in pursuance of this paragraph unless the person who has obtained control of the licence holder ceases to have control of the licence holder within the period of three months beginning with the day of service of the notice; and

(iii) that cessation of control does not take place within that period.

3. ORR may (after having consulted the appropriate franchising authority where the licence holder is a franchise operator) revoke this licence by not less than 10 years notice, such notice not to be given earlier than 25 years after the date this licence takes effect. Station Licence

granted to

[ ]

# Table of contents

| Part I - Scope | PAGE | |----------------|------| | Part II - Interpretation | 2 | | Part III - Conditions | 4 | | Condition 1: Insurance against Third Party Liability | 4 | | Condition 2: Claims Allocation and Handling | 5 | | Condition 5: Provision of Services for Disabled People | 6 | | Condition 6: Complaints Procedure | 8 | | Condition 7: Liaison with the RPC and LTUC | 9 | | Condition 9: Railway Group Standards | 11 | | Condition 10: Environmental Matters | 12 | | Condition 11: Payment of Fees | 13 | | Condition 12: Change of Control | 14 | | Condition 13: Non-Discrimination | 15 | | Condition 14: Emergency Access | 16 | | Condition 15: Co-operation with Transport for London | 17 | | Condition 16: Changes to the Schedule | 18 | | Part IV - Revocation | 19 | | Schedule - List of Stations | 21 |

*Note: Conditions 3, 4, and 8 are not used in this licence.* Part I - Scope

1. The Office of Rail Regulation ("ORR"), in exercise of the powers conferred by section 8 of the Railways Act 1993 (as amended) ("the Act"), hereby grants to [name of licensee], company registration number [number] ("the licence holder") a licence authorising the licence holder:

(a) to be the operator of the stations listed in the Schedule

subject to the Conditions set out in Part III.

2. This licence shall come into force on [date] and shall continue in force unless and until revoked in accordance with Part IV.

[Date] Signed by authority of the Office of Rail Regulation Part II - Interpretation

1. In this licence:

“comply” is to be interpreted in accordance with ORR’s most recently published licensing guidance.

"control" (a) A person is taken to have control of the licence holder if he exercises, or is able to exercise or is entitled to acquire, direct or indirect control over the licence holder’s affairs, and in particular if he possesses or is entitled to acquire:

(i) 30% or more of any share capital or issued share capital of the licence holder or of the voting power in the licence holder; or

(ii) such part of any issued share capital of the licence holder as would, if the whole of the income of the licence holder were in fact distributed among the participators (without regard to any rights which he or any other person has as a loan creditor), entitle him to receive 30% or more of the amount so distributed; or

(iii) such rights as would, in the event of the winding-up of the licence holder or in any other circumstances, entitle him to receive 30% or more of the assets of the licence holder which would then be available for distribution among the participators.

(b) Subsections (4) to (6) of section 416 of the Income and Corporation Taxes Act 1988, and the legislative provisions referred to in those subsections, apply to the interpretation of paragraph (a) in the same way that they apply to the interpretation of subsection (2) of section 416 of that Act; "licensed activities" means things authorised to be done by the licence holder in its capacity as operator of stations pursuant to this licence; and

“LTUC” means the London Transport Users Committee and any successor to LTUC which performs the same functions.

“the RPC” means the Rail Passengers Council and any successor or delegated body which performs the functions of the RPC.

“RSSB” means Rail Safety and Standards Board Limited (a company limited by guarantee and registered in England and Wales under number 04655675), and its successors and assigns.

"station" includes light maintenance depot insofar as any station is also a light maintenance depot.

2. Any reference in this licence to a numbered paragraph is a reference to the paragraph bearing that number in the Condition in which the reference occurs.

3. In interpreting this licence, headings shall be disregarded.

4. Where in this licence the licence holder is required to comply with any obligation within a specified time limit, that obligation shall be deemed to continue after that time limit if the licence holder fails to comply with that obligation within that time limit.

5. Where in this licence there is a provision for ORR or the Secretary of State to give consent, such consent may be given subject to conditions.

6. The Interpretation Act 1978 shall apply to this licence as if it were an Act.

7. The provisions of section 149 of the Act shall apply for the purposes of the service of any document pursuant to this licence.

8. Unless the context otherwise requires, terms and expressions defined in the Act and the Railways Act 2005 shall have the same meanings in this licence. Part III - Conditions

Condition 1: Insurance against Third Party Liability

1. The licence holder shall, in respect of licensed activities, maintain insurance (including self-insurance) against third party liabilities on terms approved by ORR (including, but without limitation, with respect to the type, cover and level of insurance and identity of insurer), with any such modification as may be required pursuant to paragraph 3.

2. The licence holder shall, except where ORR may otherwise consent, ensure that every insurance policy maintained pursuant to paragraph 1 shall require 30 days' notice to be given to ORR by the insurer or insurance broker of any lapse or cancellation of or material change to the policy.

3. Where ORR notifies the licence holder that ORR reasonably requires any modification of the insurance approved by ORR pursuant to paragraph 1, the licence holder shall, no later than 60 days (or such longer period as ORR may approve) from the date of the notice, procure that such modification is made.

4. In this Condition:

"self insurance" means the licence holder's financial capacity to meet any liability to a third party in respect of which the licence holder does not otherwise have insurance. Condition 2: Claims Allocation and Handling

1. The licence holder shall, except in so far as ORR may otherwise consent, at all times be a party to and comply with such agreements or arrangements (as amended from time to time) relating to:

   (a) the handling of claims against operators of railway assets; and

   (b) the allocation of liabilities among operators of railway assets

   as may have been approved by ORR.

2. Except with the consent of ORR, the licence holder shall not, in relation to any of the agreements or arrangements described in paragraph 1 (the "relevant claims handling arrangements"), enter into any agreement or arrangement with any other party to the relevant claims handling arrangements:

   (a) under which the licence holder agrees not to exercise any rights which it may have under any of the relevant claims handling arrangements; or

   (b) varying the relevant claims handling arrangements

   other than as provided for under the terms of the relevant claims handling arrangements. Condition 5: Provision of Services for Disabled People

3. The licence holder shall by the date on which this licence comes into force establish and thereafter comply with:

   (a) a statement of policy; and

   (b) a detailed body of arrangements, procedures, services and other benefits to be implemented or provided by the licence holder designed to protect the interests of people who are disabled in their use of stations of which the licence holder is the operator pursuant to this licence and to facilitate such use (together "the Disabled People's Protection Policy").

4. In establishing the Disabled People's Protection Policy and in making any alteration to it, the licence holder shall have due regard to the code of practice published by the Secretary of State pursuant to section 71B of the Act.

5. The licence holder shall not establish, or make any material alteration to, the Disabled People’s Protection Policy unless and until:

   (a) the RPC has been consulted; and

   (b) the licence holder has submitted the Disabled People's Protection Policy, or (as the case may be) the proposed alteration, to the Secretary of State and the Secretary of State has approved it.

6. Where the Secretary of State requires the licence holder to carry out a review of the Disabled People's Protection Policy or any part of it or the manner in which it has been implemented, with a view to determining whether any alteration should be made to it, the licence holder shall promptly carry out a review and shall submit a written report to the Secretary of State setting out the results or conclusions.

7. The licence holder shall:

   (a) send a copy of the Disabled People’s Protection Policy and of any alteration to it (approved under sub-paragraph 3b) to the Secretary of State and the RPC; (b) in a place of reasonable prominence at each station of which the licence holder is the operator pursuant to this licence, display a notice giving the address from which a current copy of the statement may be obtained; and

(c) give or send free of charge a current copy of the statement to any person who requests it.

06. Nothing in this Condition shall oblige the licence holder to undertake any action that entails excessive cost taking into account all the circumstances, including the nature and scale of licensed activities. Condition 6: Complaints Procedure

07. The licence holder shall comply with a procedure ("Complaints Procedure") approved by the Secretary of State as at the date on which this licence came into force for handling complaints relating to licensed activities from its customers and potential customers.

08. Subject to paragraph 6, the licence holder shall not make any material alteration to the Complaints Procedure unless and until:

    (a) the RPC and, where appropriate, LTUC has been consulted; and

    (b) the licence holder has submitted the proposed alteration to the Secretary of State and the Secretary of State has approved it.

09. The licence holder shall send a copy of the Complaints Procedure and of any material alteration to it (in each case following approval by the Secretary of State where required under paragraph 1 and sub-paragraph 2(b)) to the Secretary of State and the RPC and, where appropriate, LTUC.

10. Where the Secretary of State requires the licence holder to carry out a review of the Complaints Procedure or any part of it, or manner in which it has been operated, with a view to determining whether any alterations should be made to it, the licence holder shall promptly carry out a review and shall submit a written report to the Secretary of State setting out the results or conclusions.

11. The licence holder shall make such alterations to the Complaints Procedure, or the manner in which it is operated, as the Secretary of State may reasonably require after the Secretary of State has received a report under paragraph 4 and consulted the licence holder.

12. Paragraph 2 does not apply to any alteration made pursuant to paragraph 5. Condition 7: Liaison with the RPC and LTUC

13. Whenever reasonably requested to do so by the RPC and LTUC (as relevant) the licence holder shall meet with the RPC and LTUC (as relevant) to discuss and review such matters as the RPC and LTUC (as relevant) may wish to consider in connection with its functions under Part I of the Act. The licence holder shall not under this Condition be obliged to attend more than two meetings with the RPC and LTUC (as relevant) in any calendar year.

14. The licence holder shall provide the RPC and LTUC (as relevant) with such information as satisfies all the following conditions:

    (a) the RPC and LTUC (as relevant) reasonably requests the information for the proper performance of its functions under Part I of the Act;

    (b) no undue burden is imposed on the licence holder in procuring or furnishing the information; and

    (c) the information would normally be available to the licence holder, unless the RPC and LTUC (as relevant) considers the information essential to enable it to exercise its functions under Part I of the Act.

15. In every calendar year in which the licence holder meets with the RPC and, where appropriate, LTUC pursuant to paragraph 1, the licence holder shall be represented by one or more senior executives of the licence holder in at least one meeting with the RPC and LTUC (separately or jointly).

16. Where the licence holder holds another licence each number specified as a maximum or minimum in this Condition shall apply jointly to meetings under this Condition and to meetings under any corresponding condition in that other licence.

17. Where:

    (a) the licence holder and the RPC or LTUC, or both disagree as to the reasonableness of a request made to the licence holder by the RPC or LTUC, or both under paragraph 1 or paragraph 2;

    (b) either party refers the dispute to the Secretary of State; and (c) the Secretary of State determines that the request is reasonable the licence holder shall promptly thereafter comply with the request. Condition 9: Railway Group Standards

18. The licence holder shall comply with the Railway Group Standards applicable to its licensed activities.

19. In this Condition:

"Railway Group Standards" means standards authorised pursuant to the Railway Group Standards Code prepared by RSSB. Condition 10: Environmental Matters

01. The licence holder shall establish a written policy designed to protect the environment from the effect of licensed activities, together with operational objectives and management arrangements (together “the environmental arrangements”).

02. The environmental arrangements shall:

    (a) take due account of any relevant guidance issued by ORR;

    (b) be effective within six months beginning with the day on which this licence comes into force; and

    (c) be reviewed by the licence holder periodically, and otherwise as appropriate.

03. Nothing contained in paragraph 1 shall oblige the licence holder to undertake any action that entails excessive cost taking into account all the circumstances, including the nature and scale of operations of the type carried out by the licence holder.

04. The licence holder shall, upon establishment and any material modification of the environmental arrangements, promptly send ORR a current copy of the policy together with a summary of the operational objectives and management arrangements.

05. The licence holder shall act with regard to the policy and operational objectives and use its reasonable endeavours to operate the management arrangements effectively. Condition 11: Payment of Fees

06. In respect of the year beginning on 1 April [current financial year] and in each subsequent year, the licence holder shall render to ORR a payment which is the aggregate of the following amounts:

    (a) the annual fee applicable to this licence, as determined by ORR; and

    (b) an amount which shall represent a fair proportion as determined by ORR of the amount estimated by ORR (in consultation with the Competition Commission) as having been incurred in the calendar year immediately preceding the 1 April in question by the Competition Commission in connection with references made to it under section 13 of the Act with respect to this licence or any class of licence of which ORR determines that this licence forms part.

07. The payment shall be rendered by the licence holder within such time as ORR may require, being not less than 30 days beginning with the day on which ORR gives notice to the licence holder of its amount. Condition 12: Change of Control

08. The licence holder shall, if any person obtains control of the licence holder, notify ORR as soon as practicable thereafter. Condition 13: Non-Discrimination

09. Except in so far as ORR may otherwise consent, the licence holder shall not in its licensed activities, or in carrying out any other function contemplated by this licence, unduly discriminate between particular persons or between any classes or descriptions of person. Condition 14: Emergency Access

10. During any emergency affecting the railway, the licence holder shall, to the extent that it is legally entitled to do so, grant to any person requesting it such permission to use any station of which the licence holder is the operator pursuant to this licence as is necessary or expedient to alleviate the effects of the emergency. Condition 15: Co-operation with Transport for London

11. The licence holder shall co-operate with Transport for London ("TfL") for the purpose of:

    (a) ensuring the efficient operation of railway services and the provision of railway facilities; and

    (b) co-ordinating, where possible, anticipated investment projects to the extent that such matters affect or may affect both the licence holder's and TfL's provision of railway services. Condition 16: Changes to the Schedule

12. If the licence holder serves notice on ORR requesting that it be authorised to operate an additional station, that station shall be deemed to be added to the Schedule on the date ORR receives the notice.

13. If, within 30 days of receiving the notice referred to in paragraph 1, ORR serves notice on the licence holder that it objects to such authorisation, that station shall be deemed to be removed from the Schedule on the date the licence holder receives the notice.

14. If the licence holder ceases to be the operator of any station listed in the Schedule, the licence holder shall, within 30 days, serve notice on ORR of such cessation. That station shall be deemed to be removed from the Schedule on the date ORR receives the notice. Part IV - Revocation

15. ORR may (after having consulted the appropriate franchising authority where the licence holder is a franchise operator) revoke this licence at any time if agreed in writing by the licence holder.

16. ORR may (after having consulted the appropriate franchising authority where the licence holder is a franchise operator) revoke this licence by not less than three months notice to the licence holder:

    (a) if a final order has been made, or a provisional order has been confirmed under section 55 of the Act, in respect of any contravention or apprehended contravention by the licence holder of any Condition, and the licence holder does not comply with the order within a period of three months beginning with the day on which ORR gives notice to the licence holder stating that this licence will be revoked pursuant to this term if the licence holder does not so comply; provided that ORR shall not give any such notice before the expiration of the period within which an application could be made under section 57 of the Act in relation to the order in question or before any proceedings relating to any such application are finally determined;

    (b) if the licence holder has not commenced carrying on licensed activities within one year beginning with the day on which this licence comes into force or if the licence holder ceases to carry on licensed activities for a continuous period of at least one year;

    (c) if the licence holder is convicted of an offence under section 146 of the Act in making its application for this licence; or

    (d) if a person obtains control of the licence holder and:

    (i) ORR has not approved such obtaining of control;

    (ii) within one month of that obtaining of control coming to the notice of ORR, ORR serves notice on the licence holder stating that ORR proposes to revoke this licence in pursuance of this paragraph unless the person who has obtained control of the licence holder ceases to have control of the licence holder within the period of three months beginning with the day of service of the notice; and

(iii) that cessation of control does not take place within that period.

3. ORR may (after having consulted the appropriate franchising authority where the licence holder is a franchise operator) revoke this licence by not less than 10 years notice, such notice not to be given earlier than 25 years after the date this licence takes effect. Schedule - List of Stations

[Stations to be listed individually] Light Maintenance Depot Licence

granted to

[ ]

# Table of contents

| Part I - Scope | PAGE | |----------------|------| | Part II - Interpretation | 2 | | Part III - Conditions | 4 | | Condition 1: Insurance against Third Party Liability | 4 | | Condition 2: Claims Allocation and Handling | 5 | | Condition 9: Railway Group Standards | 6 | | Condition 10: Environmental Matters | 7 | | Condition 11: Payment of Fees | 8 | | Condition 12: Change of Control | 9 | | Condition 13: Non-Discrimination | 10 | | Condition 14: Emergency Access | 11 | | Condition 16: Changes to the Schedule | 12 | | Part IV - Revocation | 13 | | Schedule - List of Light Maintenance Depots | 15 |

Note: Conditions 3 – 8 and 15 are not used in this licence. Part I - Scope

1. The Office of Rail Regulation ("ORR"), in exercise of the powers conferred by section 8 of the Railways Act 1993 (as amended) ("the Act"), hereby grants to [name of licensee], company registration number [number] ("the licence holder"), a licence authorising the licence holder:

(a) to be the operator of the light maintenance depots listed in the Schedule; and

(b) to be the operator of any train being used on a network for a purpose preparatory or incidental to, or consequential on, the provision of light maintenance services at any light maintenance depot listed in the Schedule

subject to the Conditions set out in Part III.

2. This licence shall come into force on [date] and shall continue in force unless and until revoked in accordance with Part IV or the Act.

[Date] Signed by authority of the Office of Rail Regulation Part II - Interpretation

1. In this licence:

“comply” is to be interpreted in accordance with ORR’s most recently published licensing guidance.

“control” (a) A person is taken to have control of the licence holder if he exercises, or is able to exercise or is entitled to acquire, direct or indirect control over the licence holder’s affairs, and in particular if he possesses or is entitled to acquire:

(i) 30% or more of any share capital or issued share capital of the licence holder or of the voting power in the licence holder; or

(ii) such part of any issued share capital of the licence holder as would, if the whole of the income of the licence holder were in fact distributed among the participators (without regard to any rights which he or any other person has as a loan creditor), entitle him to receive 30% or more of the amount so distributed; or

(iii) such rights as would, in the event of the winding-up of the licence holder or in any other circumstances, entitle him to receive 30% or more of the assets of the licence holder which would then be available for distribution among the participators.

(b) Subsections (4) to (6) of section 416 of the Income and Corporation Taxes Act 1988, and the legislative provisions referred to in those subsections, apply to the interpretation of paragraph (a) in the same way that they apply to the interpretation of subsection (2) of section 416 of that Act. "licensed activities" means things authorised to be done by the licence holder in its capacity as operator of light maintenance depots or trains pursuant to this licence.

"light maintenance depot" includes network insofar as any light maintenance depot is also a network.

“RSSB” means Rail Safety and Standards Board Limited (a company limited by guarantee and registered in England and Wales under number 04655675), and its successors and assigns.

2. Any reference in this licence to a numbered paragraph is a reference to the paragraph bearing that number in the Condition in which the reference occurs.

3. In interpreting this licence, headings shall be disregarded.

4. Where in this licence the licence holder is required to comply with any obligation within a specified time limit, that obligation shall be deemed to continue after that time limit if the licence holder fails to comply with that obligation within that time limit.

5. Where in this licence there is a provision for ORR or the Secretary of State to give consent, such consent may be given subject to conditions.

6. The Interpretation Act 1978 shall apply to this licence as if it were an Act.

7. The provisions of section 149 of the Act shall apply for the purposes of the service of any document pursuant to this licence.

8. Unless the context otherwise requires, terms and expressions defined in the Act and the Railways Act 2005 shall have the same meaning in this licence. Part III - Conditions

Condition 1: Insurance against Third Party Liability

1. The licence holder shall, in respect of licensed activities, maintain insurance (including self-insurance) against third party liabilities on terms approved by ORR (including, but without limitation, with respect to the type, cover and level of insurance and identity of insurer), with any such modification as may be required pursuant to paragraph 3.

2. The licence holder shall, except where ORR may otherwise consent, ensure that every insurance policy maintained pursuant to paragraph 1 shall require 30 days’ notice to be given to ORR by the insurer or insurance broker of any lapse or cancellation of or material change to the policy.

3. Where ORR notifies the licence holder that ORR reasonably requires any modification of the insurance approved by ORR pursuant to paragraph 1, the licence holder shall, no later than 60 days (or such longer period as ORR may approve) from the date of the notice, procure that such modification is made.

4. In this Condition:

"self-insurance" means the licence holder's financial capacity to meet any liability to a third party in respect of which the licence holder does not otherwise have insurance. Condition 2: Claims Allocation and Handling

1. The licence holder shall, except in so far as ORR may otherwise consent, at all times be a party to and comply with such agreements or arrangements (as amended from time to time) relating to:

   (a) the handling of claims against operators of railway assets; and

   (b) the allocation of liabilities among operators of railway assets

   as may have been approved by ORR.

2. Except with the consent of ORR, the licence holder shall not, in relation to any of the agreements or arrangements described in paragraph 1 (the "relevant claims handling arrangements"), enter into any agreement or arrangement with any other party to the relevant claims handling arrangement:

   (a) under which the licence holder agrees not to exercise any rights which it may have under any of the relevant claims handling arrangements; or

   (b) varying the relevant claims handling arrangements

   other than as provided for under the terms of the relevant claims handling arrangements. Condition 9: Railway Group Standards

3. The licence holder shall comply with the Railway Group Standards applicable to its licensed activities.

4. In this Condition:

"Railway Group Standards" means standards authorised pursuant to the Railway Group Standards Code prepared by RSSB. Condition 10: Environmental Matters

01. The licence holder shall establish a written policy designed to protect the environment from the effect of licensed activities, together with operational objectives and management arrangements (together “the environmental arrangements”).

02. The environmental arrangements shall: (a) take due account of any relevant guidance issued by ORR; (b) be effective within six months beginning with the day on which this licence comes into force; and (c) be reviewed by the licence holder periodically, and otherwise as appropriate.

03. Nothing contained in paragraph 1 shall oblige the licence holder to undertake any action that entails excessive cost taking into account all the circumstances, including the nature and scale of operations of the type carried out by the licence holder.

04. The licence holder shall, upon establishment and any material modification of the environmental arrangements, promptly send ORR a current copy of the policy together with a summary of the operational objectives and management arrangements.

05. The licence holder shall act with regard to the policy and operational objectives and use its reasonable endeavours to operate the management arrangements effectively. Condition 11: Payment of Fees

06. In respect of the year beginning on 1 April [current financial year] and in each subsequent year, the licence holder shall render to ORR a payment which is the aggregate of the following amounts:

    (a) the annual fee applicable to this licence as determined by ORR; and

    (b) an amount which shall represent a fair proportion as determined by ORR of the amount estimated by ORR (in consultation with the Competition Commission) as having been incurred in the calendar year immediately preceding the 1 April in question by the Competition Commission in connection with references made to it under section 13 of the Act with respect to this licence or any class of licence of which ORR determines that this licence forms part.

07. The payment shall be rendered by the licence holder within such time as ORR may require, being not less than 30 days beginning with the day on which ORR gives notice to the licence holder of its amount. Condition 12: Change of Control

08. The licence holder shall, if any person obtains control of the licence holder, notify ORR as soon as practicable thereafter. Condition 13: Non-Discrimination

09. Except in so far as ORR may otherwise consent, the licence holder shall not in its licensed activities, or in carrying out any other function contemplated by this licence, unduly discriminate between particular persons or between any classes or descriptions of person. Condition 14: Emergency Access

10. During any emergency affecting the railway, the licence holder shall, to the extent that it is legally entitled to do so, grant to any person requesting it such permission to use any light maintenance depot of which the licence holder is the operator pursuant to this licence as is necessary or expedient to alleviate the effects of the emergency. Condition 16: Changes to the Schedule

11. If the licence holder serves notice on ORR requesting that it be authorised to operate an additional light maintenance depot, that light maintenance depot shall be deemed to be added to the Schedule on the date ORR receives the notice.

12. If, within 30 days of receiving the notice referred to in paragraph 1, ORR serves notice on the licence holder that it objects to such authorisation, that light maintenance depot shall be deemed to be removed from the Schedule on the date the licence holder receives the notice.

13. If the licence holder ceases to be the operator of any light maintenance depot listed in the Schedule, the licence holder shall, within 30 days, serve notice on ORR of such cessation. That light maintenance depot shall be deemed to be removed from the Schedule on the date ORR receives the notice. Part IV - Revocation

14. ORR may (after having consulted the appropriate franchising authority where the licence holder is a franchise operator) revoke this licence at any time with the agreement of the licence holder.

15. ORR may (after having consulted the appropriate franchising authority where the licence holder is a franchise operator) revoke this licence by not less than three months notice to the licence holder:

    (a) if a final order has been made, or a provisional order has been confirmed under section 55 of the Act, in respect of any contravention or apprehended contravention by the licence holder of any Condition, and the licence holder does not comply with the order within a period of three months beginning with the day on which ORR gives notice to the licence holder stating that this licence will be revoked pursuant to this term if the licence holder does not so comply; provided that ORR shall not give any such notice before the expiration of the period within which an application could be made under section 57 of the Act in relation to the order in question or before any proceedings relating to any such application are finally determined;

    (b) if the licence holder has not commenced carrying on licensed activities within one year beginning with the day on which this licence comes into force or if the licence holder ceases to carry on licensed activities for a continuous period of at least one year;

    (c) if the licence holder is convicted of an offence under section 146 of the Act in making its application for this licence; or

    (d) if a person obtains control of the licence holder and:

    (i) ORR has not approved such obtaining of control;

    (ii) within one month of that obtaining of control coming to the notice of ORR, ORR serves notice on the licence holder stating that ORR proposes to revoke this licence in pursuance of this paragraph unless the person who has obtained control of the licence holder ceases to have control of the licence holder within the period of three months beginning with the day of service of the notice; and

(iii) that cessation of control does not take place within that period.

3. ORR may (after having consulted the relevant franchising authority where the licence holder is a franchise operator) revoke this licence by not less than 10 years notice, such notice not to be given earlier than 25 years after the date this licence takes effect. Schedule - List of Light Maintenance Depots

[Depots to be listed individually] Network Licence

granted to

[ ]

# Table of contents

| Part I - Scope | PAGE | |----------------|------| | Part II - Interpretation | 2 | | Part III - Conditions | 4 | | Condition 1: Insurance Against Third Party Liability | 4 | | Condition 2: Claims Allocation and Handling | 5 | | Condition 9: Railway Group Standards | 6 | | Condition 10: Environmental Matters | 7 | | Condition 11: Payment of Fees | 8 | | Condition 12: Change of Control | 9 | | Condition 13: Non-Discrimination | 10 | | Condition 14: Emergency Access | 11 | | Part IV - Revocation | 12 | | Schedule - List of Networks | 14 |

Note: Conditions 3 – 8 are not used in this licence. Part I - Scope

1. The Office of Rail Regulation ("ORR"), in exercise of the powers conferred by section 8 of the Railways Act 1993 (as amended) ("the Act"), hereby grants to [name of licensee], company registration number [number], a licence authorising the licence holder:

   (a) to be the operator of a network of the kinds specified in the Schedule;

   (b) to be the operator of a train being used on any such network for any purpose comprised in the operation of that network; and

   (c) to be the operator of a train being used on any such network for a purpose preparatory or incidental to, or consequential on, using a train as mentioned in paragraph (b) above

subject to the Conditions set out in Part III.

2. This licence shall come into force on [date] and shall continue in force unless and until revoked in accordance with Part IV.

[Date] Signed by authority of the Office of Rail Regulation Part II - Interpretation

1. In this licence:

“comply” is to be interpreted in accordance with ORR’s most recently published licensing guidance.

"control" (a) A person is taken to have control of the licence holder if he exercises, or is able to exercise or is entitled to acquire, direct or indirect control over the licence holder’s affairs, and in particular if he possesses or is entitled to acquire:

(i) 30% or more of any share capital or issued share capital of the licence holder or of the voting power in the licence holder; or

(ii) such part of any issued share capital of the licence holder as would, if the whole of the income of the licence holder were in fact distributed among the participators (without regard to any rights which he or any other person has as a loan creditor), entitle him to receive 30% or more of the amount so distributed; or

(iii) such rights as would, in the event of the winding-up of the licence holder or in any other circumstances, entitle him to receive 30% or more of the assets of the licence holder which would then be available for distribution among the participators.

(b) Subsections (4) to (6) of section 416 of the Income and Corporation Taxes Act 1988, and the legislative provisions referred to in those subsections, apply to the interpretation of paragraph (a) in the same way that they apply to the interpretation of subsection (2) of section 416 of that Act. "licensed activities" means things authorised to be done by the licence holder in its capacity as operator of a network or trains pursuant to this licence; and

“RSSB” means Rail Safety and Standards Board Limited (a company limited by guarantee and registered in England and Wales under number 04655675), and its successors and assigns.

2. Any reference in this licence to a numbered paragraph is a reference to the paragraph bearing that number in the Condition in which the reference occurs.

3. In interpreting this licence, headings shall be disregarded.

4. Where in this licence the licence holder is required to comply with any obligation within a specified time limit, that obligation shall be deemed to continue after that time limit if the licence holder fails to comply with that obligation within that time limit.

5. Where in this licence there is a provision for ORR or the Secretary of State to give consent, such consent may be given subject to conditions.

6. The Interpretation Act 1978 shall apply to this licence as if it were an Act.

7. The provisions of section 149 of the Act shall apply for the purposes of the service of any document pursuant to this licence.

8. Unless the context otherwise requires, terms and expressions defined in the Act and the Railways Act 2005 shall, have the same meanings in this licence. Part III - Conditions

Condition 1: Insurance Against Third Party Liability

1. The licence holder shall, in respect of licensed activities, maintain insurance (including self-insurance) against third party liabilities on terms approved by ORR (including, but without limitation, with respect to the type, cover, level and identity of insurer), with any such modification as may be required pursuant to paragraph 3.

2. The licence holder shall, except where ORR may otherwise consent, ensure that every insurance policy maintained pursuant to paragraph 1 shall require 30 days' notice to be given to ORR by the insurer or insurance broker of any lapse or cancellation of or material change to the policy.

3. Where ORR notifies the licence holder that ORR reasonably requires any modification of the insurance approved by ORR pursuant to paragraph 1 the licence holder shall, no later than 60 days (or such longer period as ORR may approve) from the date of the notice, procure that such modification is made.

4. In this Condition:

"self-insurance" means the licence holder's financial capacity to meet any liability to a third party in respect of which the licence holder does not otherwise have insurance. **Condition 2: Claims Allocation and Handling**

1. The licence holder shall, except in so far as ORR may otherwise consent, at all times be a party to and comply with such agreements or arrangements (as amended from time to time) relating to:

   (a) the handling of claims against operators of railway assets; and

   (b) the allocation of liabilities among operators of railway assets

   as may have been approved by ORR.

2. Except with the consent of ORR, the licence holder shall not, in relation to any of the agreements or arrangements described in paragraph 1 (the "relevant claims handling arrangements"), enter into any agreement or arrangement with any other party to the relevant claims handling arrangements:

   (a) under which the licence holder agrees not to exercise any rights which it may have under any of the relevant claims handling arrangements; or

   (b) varying the relevant claims handling arrangements

   other than as provided for under the terms of the relevant claims handling arrangements. Condition 9: Railway Group Standards

3. The licence holder shall comply with the Railway Group Standards applicable to its licensed activities.

4. In this Condition:

"Railway Group Standards" means standards authorised pursuant to the Railway Group Standards Code prepared by RSSB. Condition 10: Environmental Matters

01. The licence holder shall establish a written policy designed to protect the environment from the effect of licensed activities, together with operational objectives and management arrangements (together “the environmental arrangements”).

02. The environmental arrangements shall: (a) take due account of any relevant guidance issued by ORR; (b) be effective within six months beginning with the day on which this licence comes into force; and (c) be reviewed by the licence holder periodically, and otherwise as appropriate.

03. Nothing contained in paragraph 1 shall oblige the licence holder to undertake any action that entails excessive cost taking into account all the circumstances, including the nature and scale of operations of the type carried out by the licence holder.

04. The licence holder shall, upon establishment and any material modification of the environmental arrangements, promptly send ORR a copy of the policy together with a summary of the operational objectives and management arrangements.

05. The licence holder shall act with regard to the policy and operational objectives and use its reasonable endeavours to operate the management arrangements effectively. Condition 11: Payment of Fees

06. In respect of the year beginning on 1 April [current financial year] and in each subsequent year, the licence holder shall render to ORR a payment which is the aggregate of the following amounts:

    (a) the annual fee applicable to this licence, as determined by ORR; and

    (b) an amount which shall represent a fair proportion as determined by ORR of the amount estimated by ORR (in consultation with the Competition Commission) as having been incurred in the calendar year immediately preceding the 1 April in question by the Competition Commission in connection with references made to it under section 13 of the Act with respect to this licence or any class of licence of which ORR determines that this licence forms part.

07. The payment shall be rendered by the licence holder within such time as ORR may require, being not less than 30 days beginning with the day on which ORR gives notice to the licence holder of its amount. Condition 12: Change of Control

08. The licence holder shall, if any person obtains control of the licence holder, notify ORR as soon as practicable thereafter. Condition 13: Non-Discrimination

09. Except in so far as ORR may otherwise consent, the licence holder shall not in its licensed activities, or in carrying out any other function contemplated by this licence, unduly discriminate between particular persons or between any classes or descriptions of person. Condition 14: Emergency Access

10. During any emergency affecting the railway, the licence holder shall, to the extent that it is legally entitled to do so, grant to any person requesting it such permission to use any network of which the licence holder is the operator pursuant to this licence as is necessary or expedient to alleviate the effects of the emergency. Part IV - Revocation

11. ORR may (after having consulted the appropriate franchising authority where the licence holder is a franchise operator) revoke this licence at any time if agreed in writing by the licence holder.

12. ORR may (after having consulted the appropriate franchising authority where the licence holder is a franchise operator) revoke this licence by not less than three months notice to the licence holder:

    (a) if a final order has been made, or a provisional order has been confirmed under section 55 of the Act, in respect of any contravention or apprehended contravention by the licence holder of any Condition, and the licence holder does not comply with the order within a period of three months beginning with the day on which ORR gives notice to the licence holder stating that this licence will be revoked pursuant to this term if the licence holder does not so comply; provided that ORR shall not give any such notice before the expiration of the period within which an application could be made under section 57 of the Act in relation to the order in question or before any proceedings relating to any such application are finally determined; or

    (b) if the licence holder has not commenced carrying on licensed activities within one year beginning with the day on which this licence comes into force or if the licence holder ceases to carry on licensed activities for a continuous period of at least one year; or

    (c) if the licence holder is convicted of an offence under section 146 of the Act in making its application for this licence; or

    (d) if any person obtains control of the licence holder and:

    (i) ORR has not approved that obtaining of control;

    (ii) within one month of that obtaining of control coming to the notice of ORR, ORR serves notice on the licence holder stating that ORR proposes to revoke this licence in pursuance of this paragraph unless the person who has obtained control of the licence holder ceases to have control of the licence holder within the period of three months beginning with the day of service of the notice; and

(iii) that cessation of control does not take place within that period.

3. ORR may (after having consulted the appropriate franchising authority where the licence holder is a franchise operator) revoke this licence by not less than 10 years notice, such notice not to be given earlier than 25 years after the date this licence takes effect. Schedule - List of Networks

4. Networks comprising marshalling yards, holding sidings and recess sidings;

5. Every network comprised in a railway goods terminal;

6. Every network which connects a light maintenance depot or track within a light maintenance depot to any part of a network operated by a person other than the licence holder;

7. Every network which connects a network operated by another person to a network operated by that person or by a third person;

8. Every network which is situated within a harbour or harbour area; and

9. Every network which connects a network situated on premises used for the purposes of: (a) an industrial undertaking (other than an undertaking consisting in the operation of a light maintenance depot); (b) an undertaking engaged in the generation of electrical energy, including a nuclear installation; or (c) a mine or quarry for the purposes of the Mines and Quarries Act 1954 to any part of a network operated by another person;

in each case which:

(i) is in existence on the date upon which this licence came into force; or

(ii) is specified by the licence holder in a notice given to ORR and in respect of which ORR does not give to the licence holder, within a period of 30 days beginning with the day on which the licence holder gives that notice, a notice objecting to the licence holder’s being so authorised; and

(iii) is not specified in Schedule 1 to the Railways (Class and Miscellaneous Exemptions) Order 1994 or in respect of which the licence holder is not otherwise exempt from the requirement to be authorised by licence to operate under any exemption under section 7 of the Railways Act 1993.

In this Schedule:

"harbour" and "harbour area" have the same meaning as in the Dangerous Substances in Harbour Areas Regulations 1987;

"mine" and "quarry" have the same meaning as in the Mines and Quarries Act 1954; and

"nuclear installation" has the meaning ascribed to it in the Nuclear Installations Act 1965. European Passenger Licence

granted to

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Reference Number:

# Table of contents

| Part I - Scope | PAGE | |----------------|------| | Part II - Interpretation | 2 | | Part III - Revocation | 4 | Part I - Scope

1. The Office of Rail Regulation ("ORR"), in exercise of the powers conferred by regulation 6 of the Railway (Licensing of Railway Undertakings) Regulations 2005 ("the Regulations"), hereby grants to [name of licensee], company registration number [registration number], ("the licence holder") a licence authorising the licence holder:

(a) to be the operator of trains being used on a network for the purpose of carrying passengers by railway;

(b) to be the operator of trains being used on a network for a purpose preparatory to or incidental to or consequential on using a train as mentioned in (a) above; and

(c) to be the operator of trains being used on a network for the purpose of assisting other operators of railway assets.

2. This licence shall come into force on [date] and shall continue in force unless and until revoked or suspended in accordance with the provisions of Part III or the Regulations.

[Date] Signed by authority of the Office of Rail Regulation Part II - Interpretation

1. In this licence:

“control” (a) A person is taken to have control of the licence holder if he exercises, or is able to exercise or is entitled to acquire, direct or indirect control over the licence holder’s affairs, and in particular if he possesses or is entitled to acquire:

(i) 30% or more of any share capital or issued share capital of the licence holder or of the voting power in the licence holder; or

(ii) such part of any issued share capital of the licence holder as would, if the whole of the income of the licence holder were in fact distributed among the participators (without regard to any rights which he or any other person has as a loan creditor), entitle him to receive 30% or more of the amount so distributed; or

(iii) such rights as would, in the event of the winding-up of the licence holder or in any other circumstances, entitle him to receive 30% or more of the assets of the licence holder which would then be available for distribution among the participators.

(b) Subsections (4) to (6) of section 416 of the Income and Corporation Taxes Act 1988, and the legislative provisions referred to in those subsections, apply to the interpretation of paragraph (a) in the same way that they apply to the interpretation of subsection (2) of section 416 of that Act. “licensed activities” means things authorised to be done by the licence holder in its capacity as operator of trains pursuant to this licence.

2. In interpreting this licence, headings shall be disregarded.

3. The Interpretation Act 1978 shall apply to this licence as if it were an Act.

4. The provisions of section 149 of the Railways Act 1993 (as amended) (“the Act”) shall apply for the purposes of the service of any document pursuant to this licence.

5. Unless the context otherwise requires, terms and expressions defined in the Act, the Railways Act 2005 or the Regulations shall have the same meanings in this licence. Part III - Revocation

6. ORR may (after having consulted the appropriate franchising authority where the licence holder is a franchise operator) revoke this licence at any time if agreed in writing with the licence holder.

7. ORR may (after having consulted the appropriate franchising authority where the licence holder is a franchise operator), revoke this licence by not less than three months notice to the licence holder:

   (a) if the licence holder has not commenced carrying on licensed activities within six months beginning with the day on which this licence comes into force or if the licence holder ceases to carry on licensed activities for a continuous period of at least six months;

   (b) if the licence holder is convicted of an offence under section 146 of the Act or regulation 15 of the Regulations in making its application for this licence; or

   (c) If a person obtains control of the licence holder and:

   (i) ORR has not approved such obtaining of control;

   (ii) within one month of that obtaining of control coming to the notice of ORR, ORR serves notice on the licence holder stating that ORR proposes to revoke this licence in pursuance of this paragraph unless the person who has obtained control of the licence holder ceases to have control of the licence holder within the period of three months beginning with the day of service of the notice; and

   (iii) that cessation of control does not take place within that period. European Freight Licence

granted to

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Reference Number:

# Table of contents

| Part I - Scope | PAGE | |----------------|------| | | 1 | | Part II - Interpretation | 2 | | Part III - Revocation | 4 | Part I - Scope

1. The Office of Rail Regulation ("ORR"), in exercise of the powers conferred by regulation 6 of the Railway (Licensing of Railway Undertakings) Regulations 2005 ("the Regulations"), hereby grants to [name of licensee], company registration number [registration number], ("the licence holder") a licence authorising the licence holder:

(a) to be the operator of trains being used on a network for the purpose of carrying goods by railway;

(b) to be the operator of trains being used on a network for a purpose preparatory to or incidental to or consequential on using a train as mentioned in (a) above; and

(c) to be the operator of trains being used on a network for the purpose of assisting other operators of railway assets.

2. This licence shall come into force on [date] and shall continue in force unless and until revoked or suspended in accordance with the provisions of Part III or the Regulations.

[Date] Signed by authority of the Office of Rail Regulation Part II - Interpretation

1. In this licence:

“control” (a) A person is taken to have control of the licence holder if he exercises, or is able to exercise or is entitled to acquire, direct or indirect control over the licence holder’s affairs, and in particular if he possesses or is entitled to acquire:

(i) 30% or more of any share capital or issued share capital of the licence holder or of the voting power in the licence holder; or

(ii) such part of any issued share capital of the licence holder as would, if the whole of the income of the licence holder were in fact distributed among the participators (without regard to any rights which he or any other person has as a loan creditor), entitle him to receive 30% or more of the amount so distributed; or

(iii) such rights as would, in the event of the winding-up of the licence holder or in any other circumstances, entitle him to receive 30% or more of the assets of the licence holder which would then be available for distribution among the participators.

(b) Subsections (4) to (6) of section 416 of the Income and Corporation Taxes Act 1988, and the legislative provisions referred to in those subsections, apply to the interpretation of paragraph (a) in the same way that they apply to the interpretation of subsection (2) of section 416 of that Act. “licensed activities” means things authorised to be done by the licence holder in its capacity as operator of trains pursuant to this licence.

2. In interpreting this licence, headings shall be disregarded.

3. The Interpretation Act 1978 shall apply to this licence as if it were an Act.

4. The provisions of section 149 of the Railways Act 1993 (as amended) (“the Act”) shall apply for the purposes of the service of any document pursuant to this licence.

5. Unless the context otherwise requires, terms and expressions defined in the Act, the Railways Act 2005, or the Regulations shall have the same meanings in this licence. Part III - Revocation

6. ORR may (after having consulted the appropriate franchising authority where the licence holder is a franchise operator) revoke this licence at any time if agreed in writing with the licence holder.

7. ORR may (after having consulted the appropriate franchising authority where the licence holder is a franchise operator), revoke this licence by not less than three months notice to the licence holder:

   (a) if the licence holder has not commenced carrying on licensed activities within six months beginning with the day on which this licence comes into force or if the licence holder ceases to carry on licensed activities for a continuous period of at least six months;

   (b) if the licence holder is convicted of an offence under section 146 of the Act or regulation 15 of the Regulations in making its application for this licence; or

   (c) If a person obtains control of the licence holder and:

   (i) ORR has not approved such obtaining of control;

   (ii) within one month of that obtaining of control coming to the notice of ORR, ORR serves notice on the licence holder stating that ORR proposes to revoke this licence in pursuance of this paragraph unless the person who has obtained control of the licence holder ceases to have control of the licence holder within the period of three months beginning with the day of service of the notice; and

   (iii) that cessation of control does not take place within that period. Statement of National Regulatory Provisions (SNRP): Passenger

granted to

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# Table of contents

| Part I - Scope | PAGE | |----------------|------| | Part II - Interpretation | 2 | | Part III - Conditions | 4 | | Condition 1: Insurance Against Third Party Liability | 4 | | Condition 2: Claims Allocation and Handling | 5 | | Condition 3: Through Tickets and Network Benefits | 6 | | Condition 4: Timetabling | 7 | | Condition 5: Provision of Services for Disabled People | 9 | | Condition 6: Complaints Procedure | 11 | | Condition 7: Liaison with the RPC and LTUC | 12 | | Condition 8: RSSB Membership | 14 | | Condition 9: Railway Group Standards | 15 | | Condition 10: Environmental Matters | 16 | | Condition 11: Payment of Fees | 17 | | Condition 12: Change of Control | 18 | | Part IV - Revocation | 19 | Part I - Scope

1. The Office of Rail Regulation ("ORR"), in exercise of the powers conferred by regulation 10 of the Railway (Licensing of Railway Undertakings) Regulations 2005 ("the Regulations"), hereby grants to [name of SNRP holder], company registration number [number], ("the SNRP holder") an SNRP including the Conditions set out in Part III.

2. This SNRP shall come into force on [date] and shall continue in force unless and until revoked in accordance with Part IV.

[Date] Signed by authority of the Office of Rail Regulation Part II - Interpretation

1. In this SNRP:

“comply” is to be interpreted in accordance with ORR’s most recently published licensing guidance.

“control” (a) A person is taken to have control of the SNRP holder if he exercises, or is able to exercise or is entitled to acquire, direct or indirect control over the SNRP holder’s affairs, and in particular if he possesses or is entitled to acquire:

(i) 30% or more of any share capital or issued share capital of the SNRP holder or of the voting power in the SNRP holder; or

(ii) such part of any issued share capital of the SNRP holder as would, if the whole of the income of the SNRP holder were in fact distributed among the participators (without regard to any rights which he or any other person has as a loan creditor), entitle him to receive 30% or more of the amount so distributed; or

(iii) such rights as would, in the event of the winding-up of the SNRP holder or in any other circumstances, entitle him to receive 30% or more of the assets of the SNRP holder which would then be available for distribution among the participators.

(b) Subsections (4) to (6) of section 416 of the Income and Corporation Taxes Act 1988, and the legislative provisions referred to in those subsections, apply to the interpretation of paragraph (a) in the same way that they apply to the interpretation of subsection (2) of section 416 of that Act. "licensed activities" means things authorised to be done by the SNRP holder in its capacity as operator of trains pursuant to its European licence.

“LTUC” means the London Transport Users Committee and any successor to LTUC which performs the same functions.

“the RPC” means the Rail Passengers Council and any successor or delegated body which performs the functions of the RPC.

“RSSB” means Rail Safety and Standards Board Limited (a company limited by guarantee and registered in England and Wales under number 04655675), and its successors and assigns.

2. Any reference in this SNRP to a numbered paragraph is a reference to the paragraph bearing that number in the Condition in which the reference occurs.

3. In interpreting this SNRP, headings shall be disregarded.

4. Where in this SNRP the SNRP holder is required to comply with any obligation within a specified time limit, that obligation shall be deemed to continue after that time limit if the SNRP holder fails to comply with that obligation within that time limit.

5. Where in this SNRP there is a provision for ORR or the Secretary of State to give consent, such consent may be given subject to conditions.

6. The Interpretation Act 1978 shall apply to this SNRP as if it were an Act.

7. The provisions of section 149 of the Railways Act 1993 (as amended) (“the Act”) shall apply for the purposes of the service of any document pursuant to this SNRP.

8. Unless the context otherwise requires, terms and expressions defined in the Act, the Railways Act 2005, or the Regulations shall have the same meanings in this SNRP. Part III - Conditions

Condition 1: Insurance Against Third Party Liability

1. The licence holder shall, in respect of licensed activities, maintain insurance (including self-insurance) against third party liabilities on terms approved by ORR (including, but without limitation, with respect to the type, cover and level of insurance and identity of insurer), with any such modification as may be required pursuant to paragraph 3.

2. The licence holder shall, except where ORR may otherwise consent, ensure that every insurance policy maintained pursuant to paragraph 1 shall require 30 days' notice to be given to ORR by the insurer or insurance broker of any lapse or cancellation of or material change to the policy.

3. Where ORR notifies the licence holder that ORR reasonably requires any modification of the insurance approved by ORR pursuant to paragraph 1, the licence holder shall, no later than 60 days (or such longer period as ORR may approve) from the date of the notice, procure that such modification is made.

4. In this Condition:

"self-insurance" means the licence holder's financial capacity to meet any liability to a third party in respect of which the licence holder does not otherwise have insurance. Condition 2: Claims Allocation and Handling

1. The SNRP holder shall, except in so far as ORR may otherwise consent, at all times be a party to and comply with such agreements or arrangements (as amended from time to time) relating to:

   (a) the handling of claims against operators of railway assets; and

   (b) the allocation of liabilities among operators of railway assets

   as may have been approved by ORR.

2. Except with the consent of ORR, the SNRP holder shall not, in relation to any of the agreements or arrangements described in paragraph 1 (the "relevant claims handling arrangements"), enter into any agreement or arrangement with any other party to the relevant claims handling arrangements:

   (a) under which the SNRP holder agrees not to exercise any rights which it may have under any of the relevant claims handling arrangements; or

   (b) varying the relevant claims handling arrangements

   other than as provided for under the terms of the relevant claims handling arrangements. Condition 3: Through Tickets and Network Benefits

3. The SNRP holder shall, except in so far as the Secretary of State may otherwise consent, be a party to and comply with such arrangements (as amended from time to time) relating to:

   (a) stations at which, and the journeys in respect of which, through tickets, and tickets from any station specified in or under such arrangements to any other such station, shall be sold and honoured;

   (b) operation of a telephone enquiry bureau relating to railway passenger services;

   (c) settlement of amounts due to or from the SNRP holder in respect of tickets within sub-paragraph (a); and

   (d) conditions of carriage in respect of through tickets,

as shall have been approved by the Secretary of State. Condition 4: Timetabling

1. The SNRP holder shall provide Network Rail with such information about licensed activities as may be reasonably necessary for Network Rail to fulfil any obligation on it under the Timetable Condition.

2. The SNRP holder shall, in relation to the Timetable Condition: (a) participate constructively in any consultation carried out by Network Rail; (b) notify ORR of any material non-compliance by Network Rail with its contractual or licence obligations in relation to the procedures referred to in paragraph 2 of the Timetable Condition which the SNRP holder considers is wilful or persistent; and (c) use reasonable endeavours to resolve promptly any disputes arising under such procedures so as to prevent or minimise the risk of delay in providing access to the information in accordance with paragraph 2 of the Timetable Condition.

3. The SNRP holder shall as soon as reasonably practicable and in any case not more than three weeks after receiving access to information under paragraph 2(b) of the Timetable Condition: (a) provide to the persons referred to in sub-paragraphs (i) and (ii) of paragraph 1 of the Timetable Condition (b) provide to the persons referred to in paragraph 2 of Condition 3 of the network licence of Network Rail; and (c) provide reasonable access to all timetable information providers on request,

appropriate information to enable each on request to provide passengers or prospective passengers affected by such changes to the national timetable with all relevant information to plan their journeys including, so far as reasonably practicable, the fare or fares and any restrictions applicable to each service affected. 4. In this Condition:

"Network Rail" means Network Rail Infrastructure Limited (a company limited by guarantee and registered in England and Wales under number 02904587), and its successors and assigns;

"Timetable Condition" means Condition 9 (Timetabling) of the network licence of Network Rail (other than paragraph 4 of that Condition); and

"timetable information providers" means travel agents and other persons (including its own employees) or organisations to whom the SNRP holder normally provides information in respect of the national timetable (in either case a significant part of whose business is to communicate it to users and potential users of that information) Condition 5: Provision of Services for Disabled People

1. The SNRP holder shall by the date on which this SNRP comes into force establish and thereafter comply with:

   (a) a statement of policy; and

   (b) a detailed body of arrangements, procedures, services and other benefits to be implemented or provided by the SNRP holder designed to protect the interests of people who are disabled in their use of trains of which the SNRP holder is the operator pursuant to this SNRP and to facilitate such use (together “the Disabled People’s Protection Policy”).

2. In establishing the Disabled People’s Protection Policy and in making any alteration to it, the SNRP holder shall have due regard to the code of practice published by the Secretary of State pursuant to section 71B of the Act.

3. The SNRP holder shall not establish, or make any material alteration to, the Disabled People’s Protection Policy unless and until:

   (a) the RPC has been consulted; and

   (b) the SNRP holder has submitted the Disabled People’s Protection Policy, or (as the case may be) the proposed alteration, to the Secretary of State and the Secretary of State has approved it.

4. Where the Secretary of State requires the SNRP holder to carry out a review of the Disabled People’s Protection Policy or any part of it or the manner in which it has been implemented, with a view to determining whether any alteration should be made to it, the SNRP holder shall promptly carry out a review and shall submit a written report to the Secretary of State setting out the results or conclusions.

5. The SNRP holder shall:

   (a) send a copy of the Disabled People’s Protection Policy and of any alteration to it (approved under sub-paragraph 3b) to the Secretary of State and the RPC; (b) in a place of reasonable prominence at each station at which trains of which the SNRP holder is the operator pursuant to its European licence are scheduled to call, display or procure the display of a notice giving the address from which a current copy of the statement may be obtained; and

(c) give or send free of charge a current copy of the statement to any person who requests it.

06. Nothing in this Condition shall oblige the SNRP holder to undertake any action that entails excessive cost taking into account all the circumstances, including the nature and scale of licensed activities. Condition 6: Complaints Procedure

07. The SNRP holder shall comply with a procedure ("Complaints Procedure") approved by the Secretary of State as at the date on which this SNRP came into force for handling complaints relating to licensed activities from its customers and potential customers.

08. Subject to paragraph 6, the SNRP holder shall not make any material alteration to the Complaints Procedure unless and until:

    (a) the RPC and, where appropriate, LTUC has been consulted; and

    (b) the SNRP holder has submitted the proposed alteration to the Secretary of State and the Secretary of State has approved it.

09. The SNRP holder shall send a copy of the Complaints Procedure and of any material alteration to it (in each case following approval by the Secretary of State where required under paragraph 1 and paragraph 2 (b)) to the Secretary of State and the RPC and, where appropriate, LTUC.

10. Where the Secretary of State requires the SNRP holder to carry out a review of the Complaints Procedure or any part of it or the manner in which it has been operated, with a view to determining whether any alterations should be made to it, the SNRP holder shall promptly carry out a review and shall submit a written report to the Secretary of State setting out the results or conclusions.

11. The SNRP holder shall make such alterations to the Complaints Procedure, or the manner in which it is operated, as the Secretary of State may reasonably require after the Secretary of State has received a report under paragraph 4 and consulted the SNRP holder.

12. Paragraph 2 does not apply to any alteration made pursuant to paragraph 5. Condition 7: Liaison with the RPC and LTUC

13. Whenever reasonably requested to do so by the RPC and LTUC (as relevant), the SNRP holder shall meet with the RPC or LTUC to discuss and review such matters as the RPC and LTUC (as relevant) may wish to consider in connection with its functions under Part I of the Act. The SNRP holder shall not under this Condition be obliged to attend more than two meetings with RPC and LTUC (as relevant) in any calendar year.

14. The SNRP holder shall provide the RPC and LTUC (as relevant) with such information as satisfies all the following conditions:

    (a) the RPC and LTUC (as relevant) reasonably requests the information for the proper performance of its functions under Part I of the Act;

    (b) no undue burden is imposed on the SNRP holder in procuring or furnishing the information; and

    (c) the information would normally be available to the SNRP holder, unless the RPC and LTUC (as relevant) considers the information essential to enable it to exercise its functions under Part I of the Act.

15. In every calendar year in which the SNRP holder meets with the RPC and, where appropriate, LTUC pursuant to paragraph 1, the SNRP holder shall be represented by one or more senior executives of the SNRP holder in at least one meeting with the RPC and LTUC (separately or jointly).

16. Where the SNRP holder also holds another SNRP, each number specified as a maximum or minimum in this Condition shall apply jointly to meetings under this Condition and to meetings under any corresponding condition in that other SNRP.

17. Where:

    (a) the SNRP holder and the RPC or LTUC, or both disagree as to the reasonableness of a request made to the SNRP holder by the RPC or LTUC, or both under paragraph 1 or paragraph 2;

    (b) either party refers the dispute to the Secretary of State; and (c) the Secretary of State determines that the request is reasonable, the SNRP holder shall promptly thereafter comply with the request. Condition 8: RSSB Membership

18. If the SNRP holder’s annual turnover has never exceeded £1 million and the SNRP holder is not a franchise operator, paragraph 2 shall not have effect until the SNRP holder’s annual turnover exceeds £1 million for the first time. The SNRP holder shall provide ORR with such information in respect of its annual turnover as ORR may from time to time require.

19. With effect from the date of the coming into force of this SNRP, the SNRP holder shall:

    (a) become and thereafter remain a member of RSSB;

    (b) comply with its obligations under the Constitution Agreement and the articles of association of RSSB;

    (c) exercise its rights under the Constitution Agreement and the articles of association of RSSB so as to ensure that RSSB shall act in accordance with the Constitution Agreement; and

    (d) comply with the Railway Group Standards Code prepared by RSSB.

20. When an SNRP holder first becomes subject to the obligations in paragraph 2 his rights, obligations and liabilities associated with such membership shall commence on the same day, and the SNRP holder shall complete the formal and legal documentation associated with such membership within three months of that date.

21. In this condition:

    “franchise operator” includes an operator of last resort, under section 30 of the Act. Condition 9: Railway Group Standards

22. The SNRP holder shall comply with the Railway Group Standards applicable to its licensed activities.

23. In this Condition:

"Railway Group Standards" means standards authorised pursuant to the Railway Group Standards Code prepared by RSSB. Condition 10: Environmental Matters

01. The SNRP holder shall establish a written policy designed to protect the environment from the effect of licensed activities, together with operational objectives and management arrangements (together “the environmental arrangements”).

02. The environmental arrangements shall: (a) take due account of any relevant guidance issued by ORR; (b) be effective within six months beginning with the day on which this SNRP comes into force; and (c) be reviewed by the SNRP holder periodically, and otherwise as appropriate.

03. Nothing contained in paragraph 1 shall oblige the SNRP holder to undertake any action that entails excessive cost taking into account all the circumstances, including the nature and scale of operations of the type carried out by the SNRP holder.

04. The SNRP holder shall, upon establishment and any material modification of the environmental arrangements, promptly send ORR a current copy of the policy together with a summary of the operational objectives and management arrangements.

05. The SNRP holder shall act with regard to the policy and operational objectives and use its reasonable endeavours to operate the management arrangements effectively. Condition 11: Payment of Fees

06. In respect of the year beginning on 1 April [current financial year] and in each subsequent year, the SNRP holder shall render to ORR a payment which is the aggregate of the following amounts:

    (a) the annual fee applicable to this SNRP as determined by ORR; and

    (b) an amount which shall represent a fair proportion as determined by ORR of the amount estimated by ORR (in consultation with the Competition Commission) as having been incurred in the calendar year immediately preceding the 1 April in question by the Competition Commission in connection with references made to it under section 13 of the Act with respect to this SNRP or any class of SNRP of which ORR determines that this SNRP forms part,

07. The payment shall be rendered by the SNRP holder within such time as ORR may require, being not less than 30 days beginning with the day on which ORR gives notice to the SNRP holder of its amount. Condition 12: Change of Control

08. The SNRP holder shall, if any person obtains control of the SNRP holder, notify ORR as soon as practicable thereafter. Part IV - Revocation

09. ORR may (after having consulted the appropriate franchising authority where the SNRP holder is a franchise operator) revoke this SNRP at any time if agreed in writing by the SNRP holder.

10. ORR may (after having consulted the appropriate franchising authority where the SNRP holder is a franchise operator) revoke this SNRP by not less than three months notice to the SNRP holder:

    (a) if a final order has been made, or a provisional order has been confirmed under section 55 of the Act, in respect of any contravention or apprehended contravention by the SNRP holder of any Condition, and the SNRP holder does not comply with the order within a period of three months beginning with the day on which ORR gives notice to the SNRP holder stating that this SNRP will be revoked pursuant to this term if the SNRP holder does not so comply; provided that ORR shall not give any such notice before the expiration of the period within which an application could be made under section 57 of the Act in relation to the order in question or before any proceedings relating to any such application are finally determined;

    (b) if the SNRP holder has not commenced carrying on licensed activities within six months beginning with the day on which this SNRP comes into force or if the SNRP holder ceases to carry on licensed activities for a continuous period of at least six months;

    (c) if the SNRP holder is convicted of an offence under section 146 of the Act or regulation 15 of the Regulations in making its application for this SNRP; or

    (d) if a person obtains control of the SNRP holder and:

    (i) ORR has not approved such obtaining of control;

    (ii) within one month of that obtaining of control coming to the notice of ORR, ORR serves notice on the SNRP holder stating that ORR proposes to revoke this SNRP in pursuance of this paragraph unless the person who has obtained control of the SNRP holder ceases to have control of the SNRP holder within the period of three months beginning with the day of service of the notice; and

(iii) that cessation of control does not take place within that period. Statement of National Regulatory Provisions (SNRP): Freight

granted to

[ ]

# Table of contents

| Part I - Scope | ................................................................. | 1 | | Part II - Interpretation | ........................................................................ | 2 | | Part III - Conditions | ........................................................................ | 4 | | Condition 1: Insurance Against Third Party Liability | ........................................ | 4 | | Condition 2: Claims Allocation and Handling | ........................................ | 5 | | Condition 8: RSSB Membership | ........................................................................ | 6 | | Condition 9: Railway Group Standards | ........................................................................ | 7 | | Condition 10: Environmental Matters | ........................................................................ | 8 | | Condition 11: Payment of Fees | ........................................................................ | 9 | | Condition 12: Change of Control | ........................................................................ | 10 | | Part IV - Revocation | ........................................................................ | 11 |

Note: Conditions 3 – 7 are not used in this licence. Part I - Scope

1. The Office of Rail Regulation ("ORR"), in exercise of the powers conferred by regulation 10 of the Railway (Licensing of Railway Undertakings) Regulations 2005 ("the Regulations"), hereby grants to [name of SNRP holder], company registration number [number], ("the SNRP holder") an SNRP including the Conditions set out in Part III.

2. This SNRP shall come into force on [date] and shall continue in force unless and until revoked in accordance with Part IV.

[Date] Signed by authority of the Office of Rail Regulation Part II - Interpretation

1. In this SNRP:

   “comply” is to be interpreted in accordance with ORR’s most recently published licensing guidance.

   "control" (a) A person is taken to have control of the SNRP holder if he exercises, or is able to exercise or is entitled to acquire, direct or indirect control over the SNRP holder’s affairs, and in particular if he possesses or is entitled to acquire:

   (i) 30% or more of any share capital or issued share capital of the SNRP holder or of the voting power in the SNRP holder; or

   (ii) such part of any issued share capital of the SNRP holder as would, if the whole of the income of the SNRP holder were in fact distributed among the participators (without regard to any rights which he or any other person has as a loan creditor), entitle him to receive 30% or more of the amount so distributed; or

   (iii) such rights as would, in the event of the winding-up of the SNRP holder or in any other circumstances, entitle him to receive 30% or more of the assets of the SNRP holder which would then be available for distribution among the participators.

   (b) Subsections (4) to (6) of section 416 of the Income and Corporation Taxes Act 1988, and the legislative provisions referred to in those subsections, apply to the interpretation of paragraph (a) in the same way that they apply to the interpretation of subsection (2) of section 416 of that Act. "licensed activities" means things authorised to be done by the SNRP holder in its capacity as operator of trains pursuant to its European licence.

“RSSB” means Rail Safety and Standards Board Limited (a company limited by guarantee and registered in England and Wales under number 04655675), and its successors and assigns.

2. Any reference in this SNRP to a numbered paragraph is a reference to the paragraph bearing that number in the Condition in which the reference occurs.

3. In interpreting this SNRP, headings shall be disregarded.

4. Where in this SNRP the SNRP holder is required to comply with any obligation within a specified time limit, that obligation shall be deemed to continue after that time limit if the SNRP holder fails to comply with that obligation within that time limit.

5. Where in this SNRP there is a provision for ORR or the Secretary of State to give consent, such consent may be given subject to conditions.

6. The Interpretation Act 1978 shall apply to this SNRP as if it were an Act.

7. The provisions of section 149 of the Railways Act 1993 (as amended) (“the Act”) shall apply for the purposes of the service of any document pursuant to this SNRP.

8. Unless the context otherwise requires, terms and expressions defined in the Act, the Railways Act 2005, or the Regulations shall have the same meanings in this SNRP. Part III - Conditions

Condition 1: Insurance Against Third Party Liability

1. The SNRP holder shall, in respect of licensed activities, maintain insurance (including self-insurance) against third party liabilities on terms approved by ORR (including, but without limitation, with respect to the type, cover and level of insurance and identity of insurer), with any such modification as may be required pursuant to paragraph 3.

2. The SNRP holder shall, except where ORR may otherwise consent, ensure that every insurance policy maintained pursuant to paragraph 1 shall require 30 days’ notice to be given to ORR by the insurer or insurance broker of any lapse or cancellation of or material change to the policy.

3. Where ORR notifies the SNRP holder that ORR reasonably requires any modification of the insurance approved by ORR pursuant to paragraph 1, the SNRP holder shall, no later than 60 days (or such longer period as ORR may approve) from the date of the notice, procure that such modification is made.

4. In this Condition:

"self-insurance" means the SNRP holder's financial capacity to meet any liability to a third party in respect of which the SNRP holder does not otherwise have insurance. Condition 2: Claims Allocation and Handling

1. The SNRP holder shall, except in so far as ORR may otherwise consent, at all times be a party to and comply with such agreements or arrangements (as amended from time to time) relating to:

   (a) the handling of claims against operators of railway assets; and

   (b) the allocation of liabilities among operators of railway assets

as may have been approved by ORR.

2. Except with the consent of ORR, the SNRP holder shall not, in relation to any of the agreements or arrangements described in paragraph 1 (the "relevant claims handling arrangements"), enter into any agreement or arrangement with any other party to the relevant claims handling arrangements:

   (a) under which the SNRP holder agrees not to exercise any rights which it may have under any of the relevant claims handling arrangements; or

   (b) varying the relevant claims handling arrangements

other than as provided for under the terms of the relevant claims handling arrangements. Condition 8: RSSB Membership

1. If the SNRP holder’s annual turnover has never exceeded £1 million and the SNRP holder is not a franchise operator, paragraph 2 shall not have effect until the SNRP holder’s annual turnover exceeds £1 million for the first time. The SNRP holder shall provide ORR with such information in respect of its annual turnover as ORR may from time to time require.

2. With effect from the date of the coming into force of this SNRP, the SNRP holder shall:

   (a) become and thereafter remain a member of RSSB;

   (b) comply with its obligations under the Constitution Agreement and the articles of association of RSSB;

   (c) exercise its rights under the Constitution Agreement and the articles of association of RSSB so as to ensure that RSSB shall act in accordance with the Constitution Agreement; and

   (d) comply with the Railway Group Standards Code prepared by RSSB.

3. When an SNRP holder first becomes subject to the obligations in paragraph 2 his rights, obligations and liabilities associated with such membership shall commence on the same day, and the SNRP holder shall complete the formal and legal documentation associated with such membership within three months of that date.

4. In this condition:

   “franchise operator” includes an operator of last resort, under section 30 of the Act. Condition 9: Railway Group Standards

5. The SNRP holder shall comply with the Railway Group Standards applicable to its licensed activities.

6. In this Condition:

"Railway Group Standards" means standards authorised pursuant to the Railway Group Standards Code prepared by RSSB. Condition 10: Environmental Matters

01. The SNRP holder shall establish a written policy designed to protect the environment from the effect of licensed activities, together with operational objectives and management arrangements (together “the environmental arrangements”).

02. The environmental arrangements shall: (a) take due account of any relevant guidance issued by ORR; (b) be effective within six months beginning with the day on which this SNRP comes into force; and (c) be reviewed by the SNRP holder periodically, and otherwise as appropriate.

03. Nothing contained in paragraph 1 shall oblige the SNRP holder to undertake any action that entails excessive cost taking into account all the circumstances, including the nature and scale of operations of the type carried out by the SNRP holder.

04. The SNRP holder shall, upon establishment and any material modification of the environmental arrangements, promptly send ORR a current copy of the policy together with a summary of the operational objectives and management arrangements.

05. The SNRP holder shall act with regard to the policy and operational objectives and use its reasonable endeavours to operate the management arrangements effectively. Condition 11: Payment of Fees

06. In respect of the year beginning on 1 April [current financial year] and in each subsequent year, the SNRP holder shall render to ORR a payment which is the aggregate of the following amounts:

    (a) the annual fee applicable to this SNRP, as determined by ORR; and

    (b) an amount which shall represent a fair proportion as determined by ORR of the amount estimated by ORR (in consultation with the Competition Commission) as having been incurred in the calendar year immediately preceding the 1 April in question by the Competition Commission in connection with references made to it under section 13 of the Act with respect to this SNRP or any class of SNRP of which ORR determines that this SNRP forms part,

07. The payment shall be rendered by the SNRP holder within such time as ORR may require, being not less than 30 days beginning with the day on which ORR gives notice to the SNRP holder of its amount. Condition 12: Change of Control

08. The SNRP holder shall, if any person obtains control of the SNRP holder, notify ORR as soon as practicable thereafter. Part IV - Revocation

09. ORR may (after having consulted the appropriate franchising authority where the SNRP holder is a franchise operator) revoke this SNRP at any time if agreed in writing by the SNRP holder.

10. ORR may (after having consulted the appropriate franchising authority where the SNRP holder is a franchise operator) revoke this SNRP by not less than three months notice to the SNRP holder:

    (a) if a final order has been made, or a provisional order has been confirmed under section 55 of the Act, in respect of any contravention or apprehended contravention by the SNRP holder of any Condition, and the SNRP holder does not comply with the order within a period of three months beginning with the day on which ORR gives notice to the SNRP holder stating that this SNRP will be revoked pursuant to this term if the SNRP holder does not so comply; provided that ORR shall not give any such notice before the expiration of the period within which an application could be made under section 57 of the Act in relation to the order in question or before any proceedings relating to any such application are finally determined;

    (b) if the SNRP holder has not commenced carrying on licensed activities within six months beginning with the day on which this SNRP comes into force or if the SNRP holder ceases to carry on licensed activities for a continuous period of at least six months;

    (c) if the SNRP holder is convicted of an offence under section 146 of the Act or regulation 15 of the Regulations in making its application for this SNRP; or

    (d) if a person obtains control of the SNRP holder and:

    (i) ORR has not approved such obtaining of control;

    (ii) within one month of that obtaining of control coming to the notice of ORR, ORR serves notice on the SNRP holder stating that ORR proposes to revoke this SNRP in pursuance of this paragraph unless the person who has obtained control of the SNRP holder ceases to have control of the SNRP holder within the period of three months beginning with the day of service of the notice; and

(iii) that cessation of control does not take place within that period.